SECTIONS 12480-12485 - California Statutes

CORPORATIONS CODE

SECTION 12480-12485

12480. Except as provided in Sections 12314 and 12484, each member
entitled to vote shall be entitled to one vote on each matter
submitted to a vote of the members. Single memberships in which two
or more persons have an indivisible interest shall be voted as
provided in Section 12482.

12481. (a) The bylaws may provide or, in the absence of such
provision, the board may fix, in advance, a date as the record date
for the purpose of determining the members entitled to notice of any
meeting of members. Such record date shall not be more than 60 nor
less than 10 days before the date of the meeting. If no record date
is fixed, members at the close of business on the business day
preceding the day on which notice is given or, if notice is waived,
at the close of business on the business day preceding the day on
which the meeting is held are entitled to notice of a meeting of
members. A determination of members entitled to notice of a meeting
of members shall apply to any adjournment of the meeting unless the
board fixes a new record date for the adjourned meeting.
(b) The bylaws may provide or, in the absence of such provision,
the board may fix, in advance, a date as the record date for the
purpose of determining the members entitled to vote at a meeting of
members. Such record date shall not be more than 60 days before the
date of the meeting. Such record date shall also apply in the case of
an ajournment of the meeting unless the board fixes a new record
date for the adjourned meeting. If no record date is fixed, members
on the day of the meeting who are otherwise eligible to vote are
entitled to vote at the meeting of members or, in the case of an
adjourned meeting, members on the day of the adjourned meeting who
are otherwise eligible to vote are entitled to vote at the adjourned
meeting of members.
(c) The bylaws may provide or, in the absence of such provision,
the board may fix, in advance, a date as the record date for the
purpose of determining the members entitled to cast written ballots
(Section 12463). Such record date shall not be more than 60 days
before the day on which the first written ballot is mailed or
solicited. If no record date is fixed, members on the day the first
written ballot is mailed or solicited who are otherwise eligible to
vote are entitled to cast written ballots.
(d) The bylaws may provide or, in the absence of such provision,
the board may fix, in advance, a date as the record date for the
purpose of determining the members entitled to exercise any rights in
respect of any other lawful action. Such record date shall not be
more than 60 days prior to such other action. If no record date is
fixed, members at the close of business on the day on which the board
adopts the resolution relating thereto, or the 60th day prior to the
date of such other action, whichever is later, are entitled to
exercise such rights.

12482. Unless otherwise provided in the articles or bylaws, if a
membership stands of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the
entirety, persons entitled to vote under a voting agreement or
otherwise, or if two or more persons have the same fiduciary
relationship respecting the same membership, unless the secretary of
the corporation is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or
creating the relationship wherein it is so provided, their acts with
respect to voting shall have the following effect:
(a) If only one vote, such act binds all; or
(b) If more than one vote, the act of the majority so voting binds
all.

12483. (a) In advance of any meeting of members the board may
appoint inspectors of election to act at the meeting and any
adjournment thereof. If inspectors of election are not so appointed,
or if any persons so appointed fail to appear or refuse to act, the
chairman of any meeting of members may, and on the request of any
member shall, appoint inspectors of election (or persons to replace
those who so fail or refuse) at the meeting. The number of inspectors
shall be either one or three. If appointed at a meeting on the
request of one or more members, the majority of members represented
in person shall determine whether one or three inspectors are to be
appointed.
(b) The inspectors of election shall determine the number of
memberships outstanding and the voting power of each, the number
represented at the meeting, the existence of a quorum, receive votes,
ballots or consents, hear and determine all challenges and questions
in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close,
determine the result and do such acts as may be proper to conduct
the election or vote with fairness to all members.
(c) The inspectors of election shall perform their duties
impartially, in good faith, to the best of their ability and as
expeditiously as is practical. If there are three inspectors of
election, the decision, act or certificate of a majority is effective
in all respects as the decision, act or certificate of all. Any
report or certificate made by the inspectors of election is prima
facie evidence of the facts stated therein.

12484. (a) Except in the case of a central organization, cumulative
voting shall not be permitted. In the case of a central
organization, if the articles or bylaws authorize cumulative voting,
but not otherwise, every member entitled to vote at any election of
directors may cumulate such member's votes and give one candidate a
number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the member is entitled, or
distribute the member's votes on the same principle among as many
candidates as the member thinks fit. An article or bylaw provision
authorizing cumulative voting may be repealed or amended only by
approval of the members (Section 12224), except that the governing
article or bylaw provision may require the vote of a greater
proportion of the members, or of the members of any class, for its
repeal.
(b) No member shall be entitled to cumulate votes for a candidate
or candidates unless such candidate's name or candidates' names have
been placed in nomination prior to the voting and the member has
given notice at the meeting prior to the voting of the member's
intention to cumulate votes. If any one member has given such notice,
all members may cumulate their votes for candidates in nomination.
(c) In any election of directors of a central organization by
cumulative voting, the candidates receiving the highest number of
votes are elected, subject to any lawful provision specifying
election by classes. In any other election of directors, unless
otherwise provided in the articles or bylaws, the candidates
receiving the highest number of votes are elected.
(d) Elections for directors need not be by ballot unless a member
demands election by ballot at the meeting and before the voting
begins or unless the bylaws so require.

12485. (a) Upon the filing of an action therefor by any director or
member or by any person who had the right to vote in the election at
issue, the superior court of the proper county shall determine the
validity of any election or appointment of any director of any
corporation.
(b) Upon the filing of the complaint, and before any further
proceedings are had, the court shall enter an order fixing a date for
the hearing, which shall be within five days unless for good cause
shown a later date is fixed, and requiring notice of the date for the
hearing and a copy of the complaint to be served upon the
corporation and upon the person whose purported election or
appointment is questioned and upon any person (other than the
plaintiff) whom the plaintiff alleges to have been elected or
appointed, in the manner in which a summons is required to be served,
or, if the court so directs, by registered mail; and the court may
make such further requirements as to notice as appear to be proper
under the circumstances.
(c) The court, consistent with the provisions of this part and in
conformity with the articles and bylaws to the extent feasible, may
determine the person entitled to the office of director or may order
a new election to be held or appointment to be made, may determine
the validity, effectiveness and construction of voting agreements and
voting trusts, the validity of the issuance of memberships and the
right of persons to vote and may direct such other relief as may be
just and proper.